Nathan Kroeker
About Nathan Kroeker
Nathan Kroeker (age 51) joined Eos Energy Enterprises in January 2023 as Chief Financial Officer and transitioned to Chief Commercial Officer in March 2025, with responsibility for commercial operations, customer bankability, project financing, and geographic expansion . Prior to Eos he served as CFO and CEO of Spark Energy (led IPO and M&A), and held senior roles at Macquarie Bank, Direct Energy, and Big 4/public accounting; he holds a B.Comm. in Accounting from the University of Manitoba and is a CPA . Company performance context during his tenure: cumulative TSR (value of initial $100) moved from $14.49 (2023) to $64.63 (2024), while net losses were $(229.5)mm (2023) and $(685.9)mm (2024) . The company adopted performance-linked PRSUs in 2024 and tightened change-in-control treatment (double-trigger) as part of pay-for-performance enhancements .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Spark Energy | CFO; then CEO (led IPO and M&A) | ~2010s (10 years) | Took company public; executed M&A program |
| Macquarie Bank | Senior VP, Head of Energy Finance | 2009–2010 | Led energy finance initiatives |
| Direct Energy | Finance roles incl. VP Finance | 2004–2009 | Financial leadership in retail energy |
| Coopers & Lybrand; Arthur Andersen; Ernst & Young | Audit; Transaction advisory | Early career | Public accounting and transaction advisory foundation |
External Roles
No public company directorships or external committee roles disclosed for Kroeker. (Skip if not disclosed.)
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 415,385 | 470,000 |
| Target Bonus (% of base) | 50% | 70% |
| Actual Annual Bonus ($) | 105,750 | 210,231 |
Notes:
- 2024 annual bonus was based on a scorecard; company achievement produced a 63.9% payout factor applied to NEO targets .
Performance Compensation
Annual Bonus Design and Outcomes (2024)
| Metric | Weight | Threshold | Target | Stretch | Outcome | Contribution to Payout |
|---|---|---|---|---|---|---|
| SOX Compliance | 20% | Completed | Completed | N/A | 100% achieved | Contributed at 20% of weight |
| On Time Delivery | 5% | 65% | 70% | 85% | Not disclosed | Included in 63.9% total |
| Revenue | 30% | $60M | $75M | $90M | Not disclosed | Included in 63.9% total |
| Product Performance (kWh increase from Gen 3.5 launch) | 20% | 8% | 15% | 20% | 147% achieved | Above target |
| Product Cost (decrease from Gen 3.5 launch) | 20% | 64% | 67% | 71% | 58.3% achieved | Below target |
| Eos Culture (employee NPS vs 2023) | 5% | Flat | +5% | +10% | 56% achieved | Below target |
| Resulting Payout | — | — | — | — | — | 63.9% payout factor |
Long-Term Incentives (2024 grants)
| Vehicle | Grant date | Grant size (units) | Vesting/Performance | Notes |
|---|---|---|---|---|
| RSUs | 7/25/2024 | 662,500 | Time-based, 1/3 annually on 7/25/2025, 7/25/2026, 7/25/2027 | Retention-focused (6) |
| rTSR PRSUs | 7/25/2024 | 662,500 (target) | Relative TSR vs Russell 2000; 0–200% payout; 50% measured 7/1/2024–6/30/2026; 50% measured 7/1/2024–6/30/2027 | Threshold 25th pct=50%; Target 50th=100%; Max 75th+=200% |
| Milestone PRSUs | 7/25/2024 | 331,250 (target) | Binary vesting by achieving Cerberus financing milestones (automation, materials cost, Z3 tech, backlog/cash conversion) by 4/30/2025; forfeited for missed milestones | Structured to offset potential Cerberus equity penalty; 12/16 milestones met as of 12/31/2024 (7) |
Additional in-cycle awards and prior-year RSUs:
- 1/23/2023 RSUs: 200,000 outstanding as of 12/31/2024; vesting 1/23/2024–2026 (annual tranches) (9).
- 7/3/2023 RSUs: 107,219 outstanding as of 12/31/2024; vesting 7/3/2024–2026 (annual tranches) (10).
- 7/5/2023 RSUs: 210,016 outstanding as of 12/31/2024; vesting 7/5/2024–2026 (annual tranches) (5).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 245,296 shares; <1% of outstanding (as of March 1, 2025) |
| Vested vs unvested equity | Unvested RSUs outstanding at 12/31/2024: 200,000 (1/23/2023); 107,219 (7/3/2023); 210,016 (7/5/2023); 662,500 (7/25/2024). Unearned PRSUs outstanding: 331,250 Milestone PRSUs; 662,500 rTSR PRSUs |
| Stock options | None disclosed for Kroeker (no options listed in outstanding table) |
| Hedging/pledging | Company policy prohibits any hedging or pledging of Company securities by employees and directors |
| Ownership guidelines | Not disclosed for executives in proxy; not specified for Kroeker (no data) |
Employment Terms
- Role and tenure:
- Joined as CFO: January 2023; transitioned to Chief Commercial Officer March 5, 2025; appointed interim CFO on May 27, 2025 (no additional compensation for interim role) .
- Current/prior compensation terms:
- Initial employment agreement (effective Jan 20, 2023): base salary $440,000; target bonus 50% of base; initial RSU grant $450,000 (3-year vest); follow-on grant up to 200,000 RSUs (160,829 granted 7/3/2023; 3-year vest); change-in-control full vesting for initial and follow-on RSUs .
- 2024 compensation: base salary $470,000; target bonus 70%; actual bonus $210,231 .
- Severance and restrictive covenants:
- If terminated without cause or resigns for good reason: 12 months base salary continuation; pro-rated annual bonus (if performance goals achieved); full vesting of then-unvested equity (for 2024-and-later awards, terms governed by Amended 2020 Plan and award agreements) .
- Restrictive covenants: 12-month post-termination non-compete (for Kroeker and CEO), 12-month non-solicit; perpetual confidentiality, invention assignment, mutual non-disparagement .
- Change-of-control (CIC) treatment:
- 2024+ awards under Amended 2020 Plan: double-trigger vesting upon CIC (if assumed, vest on original schedule or upon qualifying termination within 12 months; PRSUs at greater of target or actual-to-close) .
- Pre-2024 awards generally single-trigger accelerate on CIC .
- Clawback:
- Executive compensation recoupment policy adopted in 2023; applies to incentive comp upon a restatement under SEC/Nasdaq rules .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 initial investment (cumulative TSR) | 19.68 | 14.49 | 64.63 |
| Net Income (Loss) ($000s) | (229,813) | (229,506) | (685,870) |
- Commentary:
- TSR improved materially in 2024 after significant drawdown in 2022–2023; compensation actually paid is sensitive to stock price given high equity mix .
- 2024 operational scorecard paid at 63.9%; strong product performance amid cost and culture metrics below targets .
- 2024 PRSUs directly tied to achieving Cerberus financing milestones and relative TSR, aligning management incentives with liquidity and shareholder-return goals .
Governance, Say-on-Pay, and Peer Process
- Compensation committee advisors: Mercer engaged in 2024; Pay Governance engaged January 2025 .
- Say-on-pay (2025 Annual Meeting): For 68,037,754; Against 7,747,071; Abstain 240,558; broker non-votes 79,215,682 .
- 2025 equity plan amendment approved (share pool increase) on May 15, 2025 .
Investment Implications
- Alignment and incentives:
- Significant unvested equity through 2027 (time-based RSUs and performance PRSUs) provides multi-year retention and performance alignment; Milestone PRSUs directly mitigate Cerberus equity-penalty dilution risk, tying vesting to operational/financing milestones .
- Double-trigger CIC for 2024+ awards reduces windfall risk; pre-2024 awards retain single-trigger acceleration—monitor potential transaction optics .
- Retention and selling pressure:
- RSU vesting in 2025–2027 and PRSU end-dates (mid-2026 and mid-2027) suggest steady vesting cadence; anti-hedging/pledging policy reduces leverage risk; no options disclosed for Kroeker, limiting near-term exercise-related sales .
- Pay-for-performance and shareholder support:
- Introduction of PRSUs (rTSR and milestone) and amended plan governance are constructive; 2025 say-on-pay received substantial “For” votes, indicating broad support .
- Execution risk:
- 12 of 16 Cerberus milestones achieved by 12/31/2024; remaining milestone attainment and path to profitability (2024 net loss $(685.9)mm) remain key catalysts/risks impacting PRSU payout and equity value .